Israeli Tax Certificate definition

Israeli Tax Certificate shall refer to a certificate or ruling issued by the ITA in form and substance which is sufficient to enable Buyer or its advisors to conclude that no withholding (or reduced withholding) of Israeli Tax is required with respect to the payment to such Person, provided that Buyer or its advisors have been provided with an opportunity to review, comment upon such certificate or ruling prior to its approval by the ITA. Notwithstanding the foregoing, with respect to any Israeli Securityholder, the Parties hereto agree that, absent a change in applicable Law prior to the Closing, no withholding for U.S. federal income taxes shall be required on any payment of any portion of the Aggregate Consideration to the extent such Israeli Securityholder has provided the applicable Internal Revenue Service Form W-9 or the appropriate version of Form W-8 (or a successor form or such other form as may be required to establish a complete exemption from withholding under applicable Law at the Closing), in each case, validly completed and executed by such Israeli Securityholder.
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Israeli Tax Certificate means a valid certificate, ruling or any other written instructions regarding Tax withholdings, issued by the ITA in customary form and substance reasonably satisfactory to the Purchaser and Paying Agent (which, for the avoidance of doubt, includes Purchaser’s opportunity to review, comment on and approve the application to the ITA) that is applicable to the payments in cash and/or in-kind to be made to any Person pursuant to this Agreement stating that no withholding, or reduced withholding, of any Israeli Tax is required with respect to such payment or providing any other instructions regarding Tax withholding. For the avoidance of doubt, a certificate issued to any recipient of any payment pursuant to this Agreement, to the reasonable satisfaction of the Paying Agent without Purchaser’s opportunity to approve its application or submission in advance, shall constitute an “Israeli Tax Certificate” except with respect to the following: (i) payment not made in cash; (ii) payments to Founders including, for the avoidance of doubt, payment of the Holdback Amounts or any portion thereof; (iii) payment made via transfer outside of Israel; (iv) payment made for options, shares or any securities which are a result of exercise of options, or of any convertible instrument, including warrants, convertible loans, SAFE or any other instrument convertible into equity (unless such certificate applies also to interest income), or which were subject at any time to Section 102 of the ITO; (v) payment for Shares that were held by any trustee, an agent, a nominee or a similar arrangement at any point prior to the Closing; and (vi) Shares that were subject to reverse vesting, holdback, or any similar arrangement with respect to their owner’s employment or engagement with the Company or its Subsidiaries.
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Israeli Tax Certificate as defined in the definition of “Excluded Taxes”. “Issuing Lender”: as the context may require, (a) VNB or any Affiliate thereof, in its capacity as issuer of any Letter of Credit (including, without limitation, each Existing Letter of Credit), and (b) any other Lender or an Affiliate thereof that may become an Issuing Lender pursuant to Section 3.11 or 3.12,
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Examples of Israeli Tax Certificate in a sentence

  • Each of Seller and Buyer shall cause their respective Israeli counsel and/or other advisors to coordinate all activities, and to cooperate with each other for the purposes of obtaining the Valid Israeli Tax Certificate and the Valid VAT Ruling as promptly as possible following the date hereof.

  • All information provided by Seller or its Representatives and included in any application by such Seller made for exemption from or reduction of withholding Tax in connection with this Agreement (whether for an Israeli Tax Certificate or otherwise), is true, complete, and accurate, and provides full and adequate disclosure of the relevant facts.

  • For the avoidance of doubt, if an Israeli Tax Certificate is provided and such certificate does not expressly refer to the entire Company Holder’s portion of the Merger Consideration, no withholding shall be made with respect to such Company Holder’s portion of (i) the Escrow Amount and (ii) the Expense Amount.


More Definitions of Israeli Tax Certificate

Israeli Tax Certificate as defined in the definition of “Excluded Taxes”.
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Israeli Tax Certificate as defined in the definition of “Excluded Taxes”. “Issuing Lender”: as the context may require, (a) SVB or any Affiliate thereof, in its capacity as issuer of any Letter of Credit, and (b) any other Lender or an Affiliate thereof that may become an Issuing Lender pursuant to Section 3.11 or 3.12, with respect to Letters of Credit issued by such Lender or its Affiliate. The Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Lender or other financial institutions, in which case the term “Issuing Lender” shall include any such Affiliate or other financial institution with respect to Letters of Credit issued by such Affiliate or other financial institution. “Issuing Lender Fees”: as defined in Section 3.3(a). “L/C Advance”: each L/C Lender’s funding of its participation in any L/C Disbursement in accordance with its L/C Percentage of the L/C Commitment. “L/C Commitment”: as to any L/C Lender, the obligation of such L/C Lender, if any, to purchase an undivided interest in the Issuing Lenders’ obligations and rights under and in respect of each Letter of Credit (including to make payments with respect to draws made under any Letter of Credit pursuant to Section 3.5(b)) in an aggregate Dollar Equivalent principal amount not to exceed the amount set forth under the heading “L/C Commitment” opposite such L/C Lender’s name on Schedule 1.1A or in the Assignment and Assumption or Increase Joinder pursuant to which such L/C Lender becomes a party hereto, as the same may be changed from time to time pursuant to the terms hereof. The L/C Commitment is a sublimit of the Revolving Commitment and the aggregate amount of the L/C Commitments shall not exceed the amount of the Total L/C Commitments at any time. “L/C Disbursements”: a payment or disbursement made by the Issuing Lender pursuant to a Letter of Credit. “L/C Exposure”: at any time, the sum of (a) the aggregate undrawn Dollar Equivalent amount of all outstanding Letters of Credit at such time, and (b) the aggregate Dollar Equivalent amount of all L/C Disbursements that have not yet been reimbursed or converted into Revolving Loans or Swingline Loans at such time. The L/C Exposure of any L/C Lender at any time shall equal its L/C Percentage of the aggregate L/C Exposure at such time.
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Related to Israeli Tax Certificate

  • U.S. Tax Certificate has the meaning assigned to such term in Section 2.17(f)(ii)(D)(2).

  • Tax Certificate means the Federal Tax Certificate executed and delivered by the City on the Date of Original Issue of any Bond issued as a Tax-Exempt Bond, as the same may be amended or supplemented in accordance with its provisions.

  • Federal Tax Certificate means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof.

  • Non-Bank Tax Certificate shall have the meaning provided in Section 5.4(e)(ii)(B)(3).

  • United States Tax Compliance Certificate has the meaning specified in Section 3.01.

  • Tax Certification Forms means any forms or other documentation as may be issued or required by a Tax Authority or by us from time to time to confirm your tax status [or the tax status of a Connected Person].

  • U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).

  • Tax Exemption Certificate means the Tax Exemption Certificate approved under the terms of this Resolution and to be executed by the Treasurer and delivered at the time of issuance and delivery of the Notes.

  • Class R-X Certificate Any one of the Class R-X Certificates executed by the Trustee and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-R-X and evidencing the ownership of the Class R-IV Interest, the Class R-V Interest and the Class R-VI Interest.

  • FIRPTA Certificate an affidavit from the Annual Conference pursuant to Section 1445(b)(2) of the Code in the form attached hereto as Exhibit D, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code

  • Exemption Certificate is defined in clause (e) of Section 4.6.

  • Tax Representation Letters means the representations provided by Kontoor Brands and VF to Tax Advisers in connection with the rendering by Tax Advisers of the Tax Opinions.

  • Tax Clearance Certificate means a tax clearance certificate issued by the South African Revenue Services (SARS) confirming that the natural or juristic person is a registered tax payer.

  • Class N Certificate means any of the Certificates with a "Class N" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Class X Certificate Any one of the Certificates with a "Class X" designation on the face thereof, substantially in the form of Exhibit A-1, and evidencing a "regular interest" in REMIC II for purposes of the REMIC Provisions.

  • Foreign Income Tax means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulation Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

  • U.S. Tax Code means the United States Internal Revenue Code of 1986, as amended.

  • Tax Compliance Certificate as defined in Section 5.9.2(b)(iii).

  • Allocation Certificate shall have the meaning set forth in Section 5.20.

  • Non-United States Tax Person Any Person other than a United States Tax Person.

  • Class H Certificate means any of the Certificates with a "Class H" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Sxxxxxxx-Xxxxx Certification As defined in Section 11.09.

  • Xxxxxxxx-Xxxxx Certification As defined in Section 11.05.

  • Class R Certificate The Class R Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A and evidencing the ownership of the Class LT-R Interest and the residual interest in the Upper Tier REMIC.

  • Class A-R Certificate The Certificate executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-R and Exhibit C hereto.